Freeport-mcmoran, Inc. · NYSE:FCX
Freeport-mcmoran — Freeport Mcmoran Copper & Gold — Shareholder Meeting (June 2014)
17 slides from Freeport-mcmoran's shareholder meeting presentation, Jun 6, 2014
Slide 1: Schedule 14A Definitive Additional Materials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Explanatory Note
Explanatory Note - Commencing June 6, 2014, Freeport-McMoRan Copper & Gold Inc. will refer to the attached presentation in discussions with shareholders.
Slide 3: 2014 Shareholder Engagement
2014 Shareholder Engagement June 2014 www.fcx.com
Slide 4: Engaged and Responsive Board
Engaged and Responsive Board Shareholder Feedback from 2013 Engagement Redesign Executive Compensation Program Independent Board Leadership Board Refreshment Board Actions During Past Year Established New Executive Compensation Program Appointed Lead Independent Director Added Four New Independent D
Slide 5: Robust Independent Board Leadership
Robust Independent Board Leadership Independent Directors Appointed Jerry Ford as Lead Independent Director in Late June 2013 Shortly Before Annual Meeting Mr. Ford Has Implemented Several Initiatives, Including New Approach to Board Refreshment and Formation of a Fully Independent Executive Committ
Slide 6: Appointment of Five New Directors in Past Year
Appointment of Five New Directors in Past Year Former Plains Exploration & Production Company directors joined the Board in June 2013, contributing valuable backgrounds in oil & gas exploration and production and banking Alan Buckwalter Thomas Fry Jim Flores Independent Director Independent Director
Slide 7: Well-Balanced Board
Well-Balanced Board 6 Directors 5 Directors 5 Directors Other Directors 18.75% Independent Directors 81.25% Less than 5 Years 5-10 Years More than 10 Years Board Composition Board Tenure During Past Year, We Reduced Tenure of Our Directors to Average of 8.5 Years and Increased Percentage of Independ
Slide 8: Board Has Wealth of Expertise & Knowledge
Board Has Wealth of Expertise & Knowledge Invaluable Experience in Leading and In-depth Experience in Geology Managing Mining, Oil & Gas Companies, and Development of Mines, Milling Including Exploration and Production Facilities and Infrastructure Expertise in Legal, Regulatory and Deep Understandi
Slide 9: Office of the Chairman
Office of the Chairman – Develop & Execute Operational and Financial Strategy Experienced Leadership – Interests Aligned with Shareholders Collectively Own Approximately 14 Million FCX Shares James R. Moffett Richard C. Adkerson James C. Flores Chairman of the Board Vice Chairman, Vice Chairman, Pre
Slide 10: New Executive Compensation Program
New Executive Compensation Program In Response to the 2013 Shareholder Vote on Executive Compensation, We Transformed Our Approach to Executive Compensation Restructured the Direct Compensation of Members of Office of the Chairman with Each Being Paid at Same Level Reduced by 50% the Base Salaries t
Slide 11: New Executive Compensation Framework – Office of the Chairman
New Executive Compensation Framework – Office of the Chairman Compensation Structure for Office of Chairman with Total Target Direct Compensation of $7.5 Million (in millions): Base Salary $1.25 Annual Incentive $1.25 (Min 0%; Max 2x Target) Stock Options $2.50 (No Value Unless Share Price > Strike
Slide 12: Established New Performance Shares
Established New Performance Shares FCX’s Total Shareholder Return (TSR) Will Be Compared to Peer Group Companies After Three Years in Order to Determine FCX’s Rank Within the Peer Group Earned Awards Will Be Determined According to TSR Rank as Specified in the Following Table: FCX TSR >0% FCX TSR </
Slide 13: Restricted Stock Unit Grant to CEO
Restricted Stock Unit Grant to CEO New Executive Management Structure Potentially Triggered Termination Provisions in Mr. Adkerson’s Employment Agreement Resulted in a Potential Claim by Mr. Adkerson of a “Good Reason” Termination under Employment Agreement and Right to Receive a $46M Cash Severance
Slide 14: Employment Agreement Changes
Employment Agreement Changes Terminated Mr. Adkerson’s Employment Agreement Amended Mr. Flores’ Employment Agreement Eliminated All Tax Gross-ups and Provision Providing for a Payout of Three Times the Sum of Salary and Target Annual Bonus Upon Death or Disability, and Reduced Base Salary Removed Da
Slide 15: No Equity Grants for 2013 Performance
No Equity Grants for 2013 Performance No Long-Term Incentive Awards Were Granted for 2013 Performance, But Proxy Disclosure Rules Require Reporting of Equity Awards in the Year of Grant • We Historically Granted Equity in January for Performance in the Prior Year • The Summary Compensation Table in
Slide 16: Oversight of Environmental Risk
Oversight of Environmental Risk A Stockholder Has Proposed that the Board Appoint a Director Who is a Recognized Expert on Environmental Matters The Restrictive Proposal Would Limit the Board’s Ability to Identify and Recruit the Most Qualified Director Candidates The Board Has a Strong Commitment t
Slide 17: Additional Disclosure
Additional Disclosure This information is being provided to certain shareholders in addition to Freeport-McMoRan Copper & Gold Inc.’s proxy statement dated April 29, 2014, that has been available since such date. Please read the complete proxy statement and accompanying materials carefully before yo
Freeport Mcmoran Copper & Gold — Shareholder Meeting (June 2014) on 6ix